0001209191-23-027092.txt : 20230503 0001209191-23-027092.hdr.sgml : 20230503 20230503173121 ACCESSION NUMBER: 0001209191-23-027092 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230501 FILED AS OF DATE: 20230503 DATE AS OF CHANGE: 20230503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIFERT THOMAS J CENTRAL INDEX KEY: 0001473289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 23885558 MAIL ADDRESS: STREET 1: 101 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cloudflare, Inc. CENTRAL INDEX KEY: 0001477333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270805829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888.993.5273 MAIL ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: CloudFlare, Inc. DATE OF NAME CHANGE: 20091120 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-01 0 0001477333 Cloudflare, Inc. NET 0001473289 SEIFERT THOMAS J C/O CLOUDFLARE, INC. 405 COMAL STREET AUSTIN TX 78702 0 1 0 0 Chief Financial Officer 0 Performance Stock Option (right to buy) 105.56 2023-05-01 4 D 0 555000 D 2032-02-13 Class A Common Stock 555000 0 D Performance Stock Option (right to buy) 44.72 2023-05-01 4 A 0 555000 A 2032-02-13 Class A Common Stock 555000 555000 D The two reported transactions involve an amendment to an outstanding Performance Stock Option ("PSO") originally granted on February 14, 2022 (the "2022 PSO"). For Section 16 reporting purposes only, this amendment results in the cancellation of the 2022 PSO and the grant of a replacement PSO (the "2023 PSO"). The shares subject to the 2022 PSO are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $979.00 (the "Stock Price Goals") at any time within ten years of February 14, 2022. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. The 2022 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer. The shares subject to the 2023 PSO are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 per share (the "2023 Stock Price Goals") at any time between May 1, 2023 and February 13, 2032. Upon satisfaction of a 2023 Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable 2023 Stock Price Goal for such tranche. The 2023 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer. /s/ Lindsey Cochran, by power of attorney 2023-05-03